FOOD RESEARCH CORP 85 SOUTH BRAGG STREET ALEXANDRIA, VA. 22312Shareholder Agreement • December 28th, 1999 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
We are herby following up on our various conversations and we are confirming to you our agreement for the exchange of four hundred and twenty-five thousand two hundred (425,200) shares worth one hundred (100) francs each, representing 100 % of the shares held by FOOD RESEARCH Corporation in the capital of the company NOUVELLE CARTE France, a company under French law having its corporate headquarters at 1 Allee des Tilleuls, Ecoparc - 27400 Heudebouville - France, registered with the Registry of Commerce and Companies of Louviers under number B 348 066 677 for 1,500,000 shares (unregistered stocks) of the company CUISINE SOLUTIONS INC.
1 2 of the Company as the fiscal year may be adjusted from time to time, until terminated prior to any such period by the written notice of termination by either party hereto. The Effective Date hereof shall be June 25, 1995.Management Services Agreement • September 22nd, 1995 • Vie De France Corp • Canned, frozen & preservd fruit, veg & food specialties • Virginia
1. TERM LOANLoan Agreement • September 22nd, 1995 • Vie De France Corp • Canned, frozen & preservd fruit, veg & food specialties
1 DEED OF TRUST -------------Deed of Trust • September 25th, 1998 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
CUISINE SOLUTIONS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (2007 EQUITY INCENTIVE PLAN)Restricted Stock Unit Award Agreement • August 20th, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated August 18, 2008 and delivered by CUISINE SOLUTIONS, INC., a Delaware corporation (the "Corporation"), to Ronald R. Zilkowski an employee of the Corporation (the "Grantee").
LOAN AGREEMENTLoan Agreement • January 27th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS AGREEMENT between FOOD INVESTORS CORPORATION (“FIC”), and CUISINE SOLUTIONS, INC., a Delaware corporation, with its principal place of business in the State of Virginia (“CSI”) is made on the following terms and conditions :
LOAN CONTRACTLoan Contract • April 25th, 2006 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Normandie
The loan is governed by the specific terms and conditions of the present act and by the “GENERAL CREDIT TERMS” previously agreed to by the borrower and, if applicable, the guarantors. These “GENERAL CREDIT TERMS” are herewith after referred to under the term “GENERAL TERMS». It is expressly agreed that in the event of contradiction between the general terms and the specific terms, the latter shall prevail. The client beneficiary of the loan declares himself to be a well-informed professional, and is aware of the technical and financial conditions of the financial accommodation in question.
FIRST AMENDMENT TO LEASELease • August 1st, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
This First Amendment to Lease (this “First Amendment”) is entered into as of October 25, 2005 by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (“Landlord”), and DIMENSIONS INTERNATIONAL, INC., a Virginia corporation (“Tenant”).
Loan AgreementLoan Agreement • June 1st, 2007 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
April 9, 2004 Food Investors Corporation C/O Jean Louis Vilgrain 40368 Tamworth Farm Lane Aldie, VA 20105 Dear Mr. Vilgrain,Loan Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
This letter is written to “extend maturity date” of the October 22, 2003 Loan Agreement between Food Investor Corporation (FIC) and Cuisine Solutions, Inc (CSI). The current maturity date of the loan is April 22, 2004, but it can be extended per Article 3 of the Agreement to October 22, 2004 upon written notice by CSI to FIC.
CREDIT AGREEMENTCredit Agreement • November 6th, 2006 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • West Virginia
THIS CREDIT AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) dated as of the 1st day of November, 2006 by and between BANK OF CHARLES TOWN, a West Virginia banking corporation (the “Bank”), and CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), recites and provides:
CONSENT TO SUBLEASE AGREEMENT AND SECOND AMENDMENT TO LEASEConsent to Sublease Agreement and Second Amendment to Lease • August 1st, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Washington
This Consent to Sublease Agreement and Second Amendment to Lease (this “Agreement”) is made as of the 28th day of July, 2008 by and among HUB PROPERTIES TRUST, a Maryland real estate investment trust (“Landlord”), HONEYWELL TECHNOLOGY SOLUTIONS INC., a Delaware corporation (“Tenant”), successor by merger to the interest of Dimensions International, Inc. (“Dimensions”) and CUISINE SOLUTIONS, INC., a Delaware corporation (“Subtenant”). WHEREAS, Landlord and Dimensions entered into that certain Lease dated March 3, 2004, as amended by that certain First Amendment to Lease (the “First Amendment”) dated October 25, 2005 (collectively, the “Original Lease”) for the lease of certain premises (the “Premises”) as more particularly described in the Lease, located in a portion of the building (the “Building”) located at and known as 2800 Eisenhower Avenue, Alexandria, Virginia; and WHEREAS, Landlord consented to the deemed assignment of the Original Lease as a result of a change of control of Di
Exhibit 10.1 ------------------------------------------------------------------ -------------- AGREEMENT GUARANTEEING ASSETS AND LIABILITIES BETWEEN THE UNDERSIGNED: - FOOD RESEARCH Corp. Corporation under US law with capital of US $ 10,701,874,...Agreement Guaranteeing Assets and Liabilities • December 28th, 1999 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENTExecutive Employment, Non-Compete and Confidentiality Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into on this 15th day of December, 2003, by and between Yuyun Tristan Kuo (the “Executive”) and Cuisine Solutions, Inc., a Delaware corporation with its principal place of business in Alexandria, Virginia (the “Corporation”) (collectively, the “Parties”).
LEASE CONTRACTLease Contract • September 22nd, 1995 • Vie De France Corp • Canned, frozen & preservd fruit, veg & food specialties
LOAN AGREEMENTLoan Agreement • January 27th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS AGREEMENT between FOOD RESEARCH CORPORATION (“FRC”), and CUISINE SOLUTIONS, INC., a Delaware corporation, with its principal place of business in the State of Virginia (“CSI”) is made on the following terms and conditions :
PRICESale Agreement • May 30th, 2006 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
Participating herein are Mr. Jean Benoit COQUERQUE and Mr. Marc BONET acting on behalf and as authorized agent of BNP PARIBAS, a French Société Anonyme with a share capital of €1,849,294,770, the principal place of business of which is located in Paris (75009), at 16, Boulevard des Italiens, and which appears in the Trade and Companies Register of Paris under number 662042449, - identifier: CE FR 76662042449, by virtue of powers vested in him under the terms of a power of attorney dated 27th June 2005, it being specified that BNP Paribas may be referred to hereinafter under either of the generic terms “Bank” or “BNP Paribas",
LOAN AGREEMENTLoan Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS AGREEMENT between FOOD INVESTORS CORPORATION (“FIC”), and CUISINE SOLUTIONS, INC., a Delaware corporation, with its principle place of business in the State of Virginia (“CSI”) is made in the following terms and conditions:
CUISINE SOLUTIONS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (2007 EQUITY INCENTIVE PLAN)Restricted Stock Unit Award Agreement • August 20th, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated August 18, 2008 and delivered by CUISINE SOLUTIONS, INC., a Delaware corporation (the "Corporation"), to Gerard Bertholon an employee of the Corporation (the "Grantee").
LOAN AGREEMENTLoan Agreement • June 21st, 2007 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS LOAN AGREEMENT (this “Agreement”) is made as of this 15th day of June, 2007, by and between BRANCH BANKING AND TRUST COMPANY (the “Lender” or “Bank”), and CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”); witnesseth:
WITNESSETH:Deeds of Lease • September 22nd, 1995 • Vie De France Corp • Canned, frozen & preservd fruit, veg & food specialties
EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENTExecutive Employment Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into on this 1st day of January, 2004, by and between Thomas L. Gregg (the “Executive”) and Cuisine Solutions, Inc., a Delaware corporation with its principal place of business in Alexandria, Virginia (the “Corporation”) (collectively, the “Parties”).
MODIFICATION AND INCREASE TO DEED OF TRUST AND OTHER LOAN DOCUMENTSModification and Increase to Deed of Trust • December 30th, 2005 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS MODIFICATION AND INCREASE TO DEED OF TRUST AND OTHER LOAN DOCUMENTS, dated as of November 30, 2005 (the “Agreement”), is made by and among BANK OF CHARLES TOWN, a West Virginia banking corporation (the “Bank” or the “Beneficiary”), CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), FOOD INVESTORS CORPORATION, a Delaware corporation (the “Grantor”), and C. CHRISTOPHER GIRAGOSIAN, as sole acting trustee (the “Trustee”).
LEASELease • June 13th, 2006 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS LEASE is made this 2nd day of June, 2006, by and between DUKE SHIRLEY LLC, a Virginia limited liability company hereinafter called “Landlord” and CUISINE SOLUTIONS, INC., a Delaware corporation, hereinafter called “Tenant.”
SUBLEASE BY AND BETWEEN HONEYWELL TECHNOLOGY SOLUTIONS INC., a Delaware corporation, SUBLESSOR AND CUISINE SOLUTIONS, INC., a Delaware corporation, SUBLESSEE DATED MAY 21, 2008 SUBLEASESublease Agreement • August 1st, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
This Sublease is made and entered into as of this 21st day of May, 2008 (“Date of this Sublease”), by and between HONEYWELL TECHNOLOGY SOLUTIONS INC., a Delaware corporation, as successor in interest by merger to Dimensions International Inc. (“Sublessor”), and CUISINE SOLUTIONS, INC., a Delaware corporation (“Sublessee”), as a Sublease under the Lease dated March 3, 2004, as amended by First Amendment to Lease (“First Amendment to Lease”) dated October 25, 2005 (collectively, the “Master Lease”), entered into by Hub Properties Trust, a Maryland real estate investment trust, as Lessor (“Master Lessor”), and Sublessor under this Sublease as Lessee. A copy of the Master Lease is attached hereto as Exhibit A and incorporated herein by reference. WITNESSETH, that the parties hereto agree as follows: 1. Provisions. This Sublease is subject to all of the terms, covenants or conditions of the Master Lease and Sublessee shall assume and perform all of the obligations of Sublessor as Lessee in
SECURITY AGREEMENTSecurity Agreement • June 21st, 2007 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS SECURITY AGREEMENT (“Agreement”) is made this 15th day of June, 2007, by and between CUISINE SOLUTIONS, INC., a Delaware corporation, (the “Borrower”) and BRANCH BANKING AND TRUST COMPANY (“Lender”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 21st, 2007 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made this 15th day of JUNE, 2007, by and between CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), and BRANCH BANKING AND TRUST COMPANY (the “Bank”).
CUISINE SOLUTIONS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (2007 EQUITY INCENTIVE PLAN)Restricted Stock Unit Award Agreement • August 20th, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT, is dated August 18, 2008 and delivered by CUISINE SOLUTIONS, INC., a Delaware corporation (the "Corporation"), to Stanislas Vilgrain an employee of the Corporation (the "Grantee").
LEASE BY AND BETWEEN HUB PROPERTIES TRUST, LANDLORD AND DIMENSIONS INTERNATIONAL, INC. TENANT.Lease • August 1st, 2008 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 9th, 2009 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is made this 4th day of JUNE , 2009, by and between CUISINE SOLUTIONS, INC., a Delaware corporation (the "Borrower"), and BRANCH BANKING AND TRUST COMPANY (the "Bank").
CREDIT AGREEMENTCredit Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • West Virginia
THIS CREDIT AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) dated as of the 25th day of June, 2004 by and between BANK OF CHARLES TOWN, a West Virginia banking corporation (the “Bank”), and CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), recites and provides:
